The name of the corporation is The National Council for Continuing Education and Training (hereinafter referred to as the "Corporation").
The Corporation is organized, and shall be operated, exclusively for charitable, scientific, and educational purposes as may qualify it for tax exempt status under Section 501 (C) (6) of the Internal Revenue Code of 1954. This includes, but is not limited to, (l) providing leadership for professionals in areas such as continuing professional education, community services programming, workforce and economic development, and the programs, organizational structures and technologies that support lifelong learning, (2) promoting the distinct institutional function of these areas within community, technical and junior colleges; (3) providing a national unified voice through which college administrators and staff members can speak to educational officials, leaders of other educational and service organizations, and the general public relative to the importance and scope of these areas in community, technical and junior colleges; (4) improving the skills of community, technical and junior college professionals in these areas through conferences and publications; (5) fostering an institution wide commitment to these areas in community, technical and junior college staffs; (6) encouraging the growth of these areas as a response to the lifelong learning needs of all communities.
ARTICLE III-PROHIBITED ACTIVITIES
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to the members, directors or officers of the Corporation, except that the Corporation shall have the authority to pay reasonable compensation for services actually rendered to or for the Corporation. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation: and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provision of these bylaws or of the Articles of Incorporation of the Corporation, or any provision of the District of Columbia, governing or pertaining to the Corporation, the Corporation shall not engage in or carry on any activities not permitted to be engaged in or carried on by a corporation described in Section 501 (C) (6) of the Internal Revenue Code of 1954 (or the corresponding provision of a future federal income tax law) and exempt from taxation under Section 501 (A) of the Internal Revenue Code of 1954 (or the corresponding provision of any future income tax law).
The principal office of the Corporation shall be located in the District of Columbia, or at such place as the Board of Directors shall from time to time designate. The Corporation may maintain additional offices at other places as the Board of Directors chooses to designate.
A. Membership in the corporation is open to those individuals who have an interest in, or are affiliated with the areas of continuing professional education, community services programming, workforce and economic development and the programs, organizational structures and technologies that support lifelong learning, as they pertain to community, technical and junior colleges. The voting membership of the Corporation shall be those individuals who hold active, paid membership in the Corporation by virtue of either individual or institutional membership.
B. Classes. There shall be two classes of members: (1) individual membership with voting privileges; (2) institutional membership, with representation and voting privileges for four or more individuals employed at the member institution.
C. Eligibility. Any person who qualifies under Article V, A, of these by-laws, may become a member upon payment of such membership fees as the Board of Directors may establish by written resolution.
D. Term. The annual term of membership shall coincide with the fiscal year, which shall be July 1 to June 30.
E. Meetings. Meetings of the members may be held within or outside of the District of Columbia. Whenever necessary or preferable, the Board may use telecommunications technologies to facilitate meetings. Such technologies may include, but are not limited to, audio conferencing, videoconferencing and group discussion online, or any other technology that allows all participant communications to be seen, heard or read by all. Participation by such means shall constitute presence at such meeting.
F. Annual Business Meeting. The annual business meeting of the members of the Corporation for the transaction of business shall be held at the annual conference of The National Council for Continuing Education and Training. Written or electronic notice of the meeting shall be transmitted to the membership at least 14 days prior to the meeting. Business could include but is not limited to amending and voting on any proposed amendments, providing input on key issues affecting the Council, and considering any other business appropriate to come before the Council.
G. Special Meetings. Special meetings of the members may be called by the President, a majority of the Board of Directors, or at the written petition of 25 percent of the members.
H. Notice. Notice of the place, day, hours, and purpose of a special meeting shall be mailed within 14 days of the meeting or electronically transmitted within seven days of the meeting to each NCCET member by the President or his/her designee.
I. Quorum. The quorum for the annual meeting shall be 10% of the total membership of the Council present in person or linked by telecommunication or by such means that all members participating in the meeting are able to hear one another and participate in the proceedings.
J. Vote. All matters shall be decided by a vote of the majority of members at meetings at which a quorum is present.
ARTICLE VI-BOARD OF DIRECTORS
A. General Powers, Number, Terms. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all powers of the Corporation and perform all lawful acts and things which are not by law, the Articles of Incorporation, or these bylaws directed or required to be exercised or performed by or are conferred upon or reserved to the members.
B. The Board of Directors is empowered to determine and assess appropriate membership fees by written resolution and is empowered to employ such personnel as may be deemed necessary for the administration of the Corporation. Directors shall be elected or selected as specified below. Seven (7) officers (President, President Elect, Immediate Past- President, Vice President for Membership Services, Vice President for Administration & Finance, Vice President for Marketing & Communications, and Vice President of Programs and up to eight (8) National and/or Functional Directors shall be elected by the membership, and shall serve a two (2) year term in office with the exception of the President-Elect who shall serve a three (3) year term progressing from President-Elect (one year term) to President (one year term) to Immediate Past-President (one year term). There is a two-consecutive term-of-office limitation for members to hold the same elected office on the Board. The Board may also appoint up to 3 At Large Directors to hold one-year renewable terms. At Large Directors are voting members of the Board of Directors.
C. Election Process. The Nomination and Election Committee (NEC) of the Board of Directors has the responsibility of recommending to the membership a slate of candidates for election to the Board of Directors. The Executive Committee appoints the NEC and the Immediate Past President chairs the committee. If the Immediate Past President is a candidate for office, the Executive Committee will appoint another chair of the committee. The committee is comprised of four members, two of whom should currently be serving as Directors, the other two members may not be current Board members, but must be members in good standing of the Corporation.
D. Time of Election. In September, the NEC Chair posts the announcement on the website and sends a recruitment announcement to the members via e-mail, stating positions to be filled for the following fiscal year. Bona fide members of the Corporation may submit additional nominees for available offices to the NEC Chair no later than December 1 each year. All candidates, whether submitted by the NEC or a member of the Corporation, must have written approval from their college to serve on the Board of Directors before their name can be placed on the official ballot. The NEC Chair shall prepare a ballot for distribution and action to the membership. The NEC will identify only one individual as candidate for the Presidency in years when the office is open for election.
E. The position of President and those of Vice President for Membership Services, Vice President for Administration & Finance, Vice President for Marketing & Communications, and Vice President for Programs will be placed on the ballot in appropriate years from nominations received from the Nomination and Election Committee or the membership.
F. Eight Directors may be elected to represent the general membership of the Corporation. Directors serve as representatives of the membership in two manners: National Directors or Functional Directors who are representatives of specific constituencies or areas of professional interest of the membership (such as community services programming, continuing professional education, workforce and economic development or learning technologies, etc. At the first Board meeting each fiscal year, the Board will determine the number of Directors to represent the membership..
G. Voting Procedure. All members of the Corporation in good standing by March 1 of each year may participate in voting for the national officer slate.
H. Appointments. The Board may choose to make special appointments to the Board in response to new initiatives and to serve its membership. Appointments are made by the Board upon the recommendation of the President or President-elect. The maximum number of At Large Directors serving on the Board in any fiscal year shall be three (3). At Large Directors serve in an advisory capacity and do have voting privileges in Board meetings. Membership in the Corporation is a prerequisite for all candidates for the Board of Directors. Term of the appointment is one year and is renewable with the approval of the Board.
I. Vacancies. Unless otherwise provided in the by-laws, any position vacancies on the Board may be filled by a person appointed by the President, with concurrence by the Board of Directors. An officer or director appointed in this manner, to fill a vacancy, shall hold office, for the remainder of the unexpired term.
J. Removal. Members of the Board of Directors are expected to attend and participate at all Board meetings. A director may be removed from office if he/she misses two (2) of the four (4) required meetings per year. Continuing absence and/or nonparticipation may result in a vote by the Board of Directors for dismissal from the Board. A director shall be removed by the procedure hereinafter provided. Before any director may be removed, written charges specifying the alleged sufficient cause which is detrimental to the best interest of the Corporation shall be filed with the President or President-elect and a copy thereof shall be served on the director charged, and he/she shall be given the opportunity to respond, at the meeting of the Board of Directors, duly called and at which there is a quorum. The affirmative vote of two-thirds (2/3) of all Board members shall be necessary to effect such removal.
K. Resignation. Any director may resign at any time by giving written notice to the President or the President-elect of the Corporation. Unless otherwise specified in such written notice, the resignation shall be effective upon delivery to the President or the President-elect of the Corporation.
L. Place of Meetings. The Board of Directors may hold annual, regular or special meetings either within or outside of the District of Columbia. Whenever necessary or preferable, the Board may use telecommunications technologies to facilitate meetings. Such technologies may include, but are not limited to, audio conferencing, videoconferencing, and group discussion online, or any other technology that allows all participant communications to be seen, heard, or read by all. Participation by such means shall constitute presence at such meeting.
M. Meetings of the Board of Directors. One meeting of the Board of Directors shall be held at the annual conference of The National Council for Continuing Education and Training. Additional regular meetings of the Board of Directors may be held, at such time and place as determined by the President.
N. Special Meetings. Special meetings of the Board of Directors may be called by the President of the Board, the President-Elect, Immediate Past President or by five (5) or more directors on seven (7) days notice to each director, if such notice is delivered personally, by facsimile, email, or telephone, or on 14 days notice if sent by mail.
O. Quorum. At all meetings of the Board of Directors, a majority of the number of directors then in office, present in person or linked by telecommunication, shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be specifically provided by law or the Articles of Incorporation.
P. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent to such action is signed by a majority of the Board of Directors and such written consent is filed with the minutes of the proceedings of the Board.
ARTICLE VII-EXECUTIVE COMMITTEE
A. Executive Committee. The Board of Directors, by resolution adopted by a majority of the Board at the first meeting of each fiscal year, will appoint an Executive Committee consisting of at least the elected officers of the Board of Directors: Immediate Past President, President, President-Elect, Vice President for Membership Services, Vice President for Administration & Finance, Vice President for Marketing & Communications, and Vice President for Programs. The Executive Director shall serve as an ex-officio member with voice but without vote. Regional, Functional, and At-large Directors are eligible for appointment to the Executive Committee.
B. Powers. The Executive Committee shall have and may exercise all the rights, powers and authority of the Board of Directors; however, any actions of the Executive Committee must be reported to and approved by the Board.
C. Procedures: Meetings. The Executive Committee shall fix its own rules of procedures and shall meet at such times and at such places as may be provided by such rules or as the members of the Executive Committee shall provide. The Executive Committee shall keep regular minutes of its meetings and deliver such minutes to the Board of Directors. The President, or his/her designee from the Board, shall preside at the meetings of the Executive Committee.
D. Quorum. A majority of the Executive Committee members then in office present in person or linked by telecommunication or by means such that all members participating in the meeting are able to hear one another and participate in the proceedings shall constitute a quorum for the transaction of business.
Committees. The Board of Directors, by resolution adopted by the majority of the whole Board, may appoint such other committee or committees, as it shall deem advisable and with such functions and duties as the Board of Directors shall prescribe. The Board of Directors, by resolution adopted by the majority of the whole Board, may also empower the Executive Committee to establish such action committees as the Executive Committee may deem advisable and with such functions and duties the Executive Committee shall prescribe.
A. Form: Delivery. Whenever, under the provisions of law, the Articles of Incorporation of these bylaws, notice is required to be given to any director or member, such notice may be given in writing, by mail addressed to such director or member, at his/her post office address as it appears on the records of the Corporation. Such notice is considered to be given at the time it is deposited in the United States mail. Notice may also be given personally, or by telephone, email or facsimile.
B. Waiver. Whenever any notice is required to be given under the provisions of law, the Articles of Incorporation or these bylaws, a written waiver thereof, signed by the person or persons entitled to said notice and filed with the records of the meeting, whether before or after the time stated therein shall be deemed to be the equivalent to such notice. In addition, any member who attends a meeting of the members without protesting at the commencement of the meeting the lack of notice thereof to him/her, or any director who attends a meeting of the Board of Directors, or any member of a committee who attends a committee meeting, without protesting at the commencement of the meeting, such lack of notice, shall be conclusively deemed to have waived notice of such meeting.
ARTICLE X-DESIGNATION/DUTIES OF OFFICERS/BOARD MEMBERS
A. Designations. The officers of the Corporation shall consist of a President, a President- Elect, an Immediate Past President, a Vice President for Membership Services, a Vice President for Administration & Finance, a Vice President for Marketing & Communications, and a Vice President for Programs. The Board of Directors may choose one (1) or more agents as it shall deem necessary and appropriate to carry out the daily activities of the Corporation. Membership in the corporation is a prerequisite for all candidates for officers.
The officers of the Corporation shall have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be determined by the Board of Directors. Any number of offices (except those of the President and Vice President for Administration & Finance) may be held by the same person, unless the Articles of Incorporation or these bylaws otherwise provide, but no person shall execute, acknowledge or verify any instrument in more than one (1) capacity, if such instrument is required by law, the Articles of Incorporation or these bylaws to be executed, acknowledged or verified by two (2) or more officers.
B. The President. The President serves as chief executive officer and is responsible for implementation of all board business and resolutions. The President schedules and conducts all board meetings; submits an annual report of the status of the strategic plan to the board at his/her first full board meeting; negotiates and executes contracts, makes appointments to the board, committees, or task forces to implement NCCET business, upon concurrence of the board, and represents NCCET at various functions. The President ensures the preparation of the annual end-of-the-year report of NCCET accomplishments, as specified by the American Association of Community Colleges (AACC), acts as presiding officer of the annual conference and with the executive committee, oversees all aspects of the conference planning process; and coordinates award of emeritus status. The President initiates the awards process in April and completes the process as stated in the policies and procedures manual.
C. President-Elect. The President Elect updates the policies and procedures manual and the by-laws for dissemination at the summer board meeting and as needed throughout the year; updates the strategic plan before each board meeting; maintains close contact with other AACC councils and other organizations, and insures that all deadlines specified in the Articles of Incorporation, By-laws and decisions of the Board are met in a timely manner. The President-Elect assumes the duties of the president in his/her absence and performs other duties as assigned by the president or the board.
D. Immediate Past President. The Immediate Past President manages the NCCET annual leadership and exemplary program awards; chairs the Nomination and Election Committee (NEC); coordinates NCCET activities at the AACC convention; and performs other duties as described in the job description or assigned by the President or the board.
E. Vice President for Membership Services. The Vice President for Membership Services coordinates implementation of annual program offerings and works with Vice Presidents of Programs and Marketing & Communications and to implement annual marketing strategy, works with the regional directors, establishes membership goals and objectives for the year; oversees the annual preparation of membership materials and quarterly reports to the board on membership; coordinates the regional activities and supervision of the state representative network through the regional directors; conducts orientation for new members and first-time attendees at the annual conference; and performs other duties as assigned by the president or the board. All materials pertinent to membership services will be archived in coordination with the Executive Director.
F. Vice President for Administration & Finance. The Vice President for Administration & Finance disburses funds as directed by the president or the board; gives the president and/or board an accounting of transactions, as requested; reports on the financial condition of NCCET; ensures that the books, reports, statements, and all other documents required by law are properly kept and archived in coordination with the Executive Director; ensures an orderly transfer of records to successor; prepares an annual budget for board approval; ensures audit, IRS tax returns and reports are completed; manages and maintains financial accounts and records as directed by the executive committee; recommends changes in the membership fee scale; and performs other duties as assigned by the president or the board.
G. Vice President for Marketing & Communications. The Vice President for Marketing & Communications serves as the Chief Technology Officer for the Corporation, and is responsible for all direct and indirect communication with the membership of the Corporation; plans and leads the council’s annual marketing strategy in collaboration with board members, maintains annual style guide to ensure consistency of quality and look in all promotional pieces, provides creative direction and support for new promotions and supporting materials, in collaboration with the Executive Director oversees the management and content of the NCCET website, listserv, e-mail service and other electronic conveyances that insure timely two-way communication between the Board and the membership of the Corporation; provides direction for all Corporation publications; advises the Board on developments in technology that may benefit the membership, and prepares electronic marketing pieces for storage and archive by Executive Director.
H. Vice President for Programs. The Vice President for Programs determines the programs and services necessary to provide members with skills to adapt to new technologies markets, and challenges and the resources required to meet those needs; identify emerging trends which may impact the organization and its members and ensure their reflection in programs offered; work with regional directors to deliver regional programs for professional development. In partnership with the Executive Director the Vice President for Programs will provide assistance in structuring appropriate programs for the annual conference.
I. Ex-Officio Officers. The Executive Director shall be offered an annual contract for management services by the Executive Committee of the Corporation. The Executive Director will be bound by the terms and conditions of the annual contract and shall serve as an ex-officio officer of the Corporation with voice and without vote. Other ex-officio officers may be appointed by the Board.
J. National Directors. National Directors represent the geographic distribution and professions of the NCCET membership, commit their time and talent to furthering at least one Goal delineated in the current Strategic Plan, and perform other duties as assigned by the President of the Board.
K. Functional Directors. Functional Directors promotes the functional areas of the profession such as - community services programming, continuing professional education, workforce and economic development, and the programs, organizational structures and technologies that support lifelong learning, and represents NCCET members working in these areas; acts as liaison with other organizations representing his/her functional area; and performs other duties as outlined in the job description or assigned by the president or the board.
L. At Large Directors. At Large Directors are appointed by the Board upon the recommendation of the President or President-elect. The maximum number of At Large Directors serving on the Board in any fiscal year shall be three (3). At Large Directors serve in an advisory capacity and do have voting privileges in Board meetings. The term of appointment is one year and is renewable with the approval of the Board. At Large Directors assist the Board in developing and implementing its strategic plan by
representing the general public in board deliberations, and by providing advice and recommendations in areas such as government relations, consumer awareness, professional development, technology, higher education, and business and industry information.
ARTICLE XI-CORPORATE FINANCES
A. Deposit of Funds. All Funds of the Corporation shall be deposited in such banks or trust companies as the Board of Directors may from time to time determine.
B. Approved Signatures. Approval of signatory authority in the name of the Corporation and access to funds and securities of the Corporation shall be authorized by the Board of Directors.
C. Membership Fees, Assessments. The Board of Directors may determine any membership fees or other assessment(s) to be imposed upon members of the Corporation.
D. Audits. An independent certified public accountant shall be retained by the Board of Directors to perform an annual audit of the financial statements of the Corporation. A report of the audit shall be submitted to the Board of Directors and to the membership.
E. Bonding. All persons having access to or responsibility for the handling of monies and securities of the Corporation shall be bonded in the amount authorized by the Board of Directors.
F. Financial Reports. A summary report of the financial condition of the Corporation shall be presented to the membership at the annual conference meeting.
G. Investments. The Corporation shall have the right to retain all, or any part, of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors and in accordance with the adopted investment policies and, without being restricted to any class of investments by law, provided, however, that no action shall be taken by, or on behalf of, the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under section 503 or section 504 of the Internal Revenue Code and its regulations, as they now exist or as they may hereafter be amended.
H. Legal Counsel. Independent legal counsel should be retained by the Board of Directors to:
Ensure compliance with federal and state requirements,
Review and advise on any, and all, legal instruments the Corporation executes, such as leases, contracts, property purchased, or sale; and
Review and advise on any official statements developed for the media (print, television or radio).
I. Dissolution. In the event of the dissolution of the Corporation, assets of the Corporation remaining after the discharge of all liabilities shall be put in trust for the benefit of continuing education and training, pending the reorganization of another Corporation.
J. Indemnification. The Corporation shall indemnify Directors and officers against losses actually and reasonably incurred in connection with the defense of any action, suit, or proceeding relating to the performance of their duties to the extent permitted by law.
ARTICLE XII-COMPENSATION AND CONTRACTS
A. Compensation. Any member, director or officer of the Corporation is authorized to receive reasonable compensation from the Corporation for services rendered to the Corporation, when authorized by the Board of Directors. No member or director of the Corporation may receive compensation merely for acting as a member or director.
B. Contracts with Members, Directors and Officers. No member, director or officer of the Corporation shall be interested directly or indirectly, in any contract relating to the operations conducted by it, nor any contract for furnishing services or supplies to it, unless such contract shall be authorized by the Board of Directors and unless the fact of such interest shall have been disclosed or known to the Board of Directors at the meeting at which such contract is so authorized.
ARTICLE XIII-CORPORATE SEAL
Corporate Seal. The corporate seal of the Corporation shall be "The National Council for Continuing Education and Training". The form of such seal shall be subject to alteration by the Board of Directors.
ARTICLE XIV-FISCAL YEAR
Fiscal Year. The fiscal year of the Corporation shall be from July 1 to June 30 of each year.
ARTICLE XV-RULES GOVERNING PROCEDURE (Parliamentary Authority)
A. Rules Governing Procedure. The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern the proceedings of the Board, its committees and the members meetings except when these rules are inconsistent with provisions of the bylaws.
Amendments to Bylaws. These bylaws may be amended by a two-thirds vote of those present (in person or linked by telecommunication or by means such that all members participating in the meeting are able to hear one another and participate in the proceedings) and voting at a meeting of the Corporation, or present and voting at any meeting of the Board of Directors, provided that the proposed amendments shall have been included with the notice of the meeting.